HomeMy WebLinkAboutAgreements/Contracts - RenewW" PAXIS InstItute'*
an international orevent ion science leader
4980 N Sabino Canyon Rd,
Tucson, AZ 85750
info(@_paxis.o[g 1 (520) 299-6770
PARIS Institute Service Agreement
Terms and conditions for all PAXIS products and services
K23-137
PARIS Institute products and services are explicitly designed, tested, and proven to increase measurable
Peace, Productivity, Health, and Happiness for children, youth, and the people who care for them. Our
products and services have decades of scientific proof of effectiveness for producing positive outcomes
with the effective training and implementation of the evidence -based strategies. The success is
documented in scientific publications and indexed in the U.S. National Library of Medicine
(www.pubmed.gov). We even provide simple, powerful tools for stakeholders like you to measure the
benefits in your own settings.
Our strategies, programs, and practices are recognized and recommended by the Substance Abuse and
Mental Health Services Administration, the National Academy of Medicine, the American Academy of
Child and Adolescent Psychiatry, the Washington State Institute for Public Policy, and many others.
Long-term studies and other independent evaluations prove that our small, easy to use strategies that
evolved over 50 years, can have lifetime benefits for children, families, educators, and communities.
Our content is trademarked and copyrighted — protecting the unique levels of scientific evidence of
efficacy as well as the immense efforts to bring practical, effective science to families, schools, and
communities. We are committed to consistently improving and refining the science and practice of our
strategies to create Peace, Productivity, Health, and Happiness for children, families, educators, and
communities.
Our partnership with you represents an opportunity to improve outcomes for your community and
those everywhere. We appreciate your collaboration and attention to the terms of our Service
Agreement, which is foundational for delivering the proven programming to your community, your
educators, your families, your children, and our futures.
Thank you for being an agent of change to better our world.
� 1.
Dennis D. Embry, Ph.4.
President/Founder and Lead Author
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Provision of Services — PAXIS Institute offers a number of services and related products, materials, and
reports (collectively, "Services"). Purchasing PAXIS Services involves both Customer and PAXIS Institute
(collectively, "Parties" or "Party") collaborating to agree on a quote to establish a Scope of Work. The
Scope of Work and this Service Agreement will serve as the controlling documents throughout the term
of our agreement.
Right to Use — Upon our fully signed agreement to terms listed here and the Scope of Work, PAXIS
Institute grants a limited, non-transferrable, non-sublicensable, non-exclusive license to access and use
online applications including but not limited to websites and web applications according to their
intended use, access and use materials provided within these online applications, generate and use
reports provided by PAXIS online applications (collectively, the "Use Rights").
The Customer expressly acknowledges and agrees that Use Rights are subject to the following
conditions, limitations and restrictions: 1.) the Customer may not copy, modify, duplicate, publish,
distribute, display, create derivative works of, or alter physical or electronic characteristics of the
Services or any related materials; 2.) the Customer agrees to use the Services and related materials and
reports in accordance with these terms of use and in compliance all federal, state, and local laws and
regulations.
Data Privacy and Protection — PAXIS Institute maintains strict privacy protections for Customer and
research data. PAXIS does not sell or share any Customer data and shares only de -identified research
data with associated research partners for research purposes in accordance with research protocols
including prior consent of all participants. PAXIS Institute maintains electronic protections for stored
data at or above industry standards including: 1.) Native applications sandboxed to secure the content
on devices; 2.) Databases are hosted on separate servers from the application server, and database
servers are not externally accessible; 3.) Databases backup daily to protect against any data
loss/corruption; 4.) The infrastructure is secured over Amazon servers, using the most up-to-date
available libraries and best practices (cookie with Http Only and SameSite attributes, CSRF
Protection https://Iaravel.com/docs/5.5/csrf); 5.) All the endpoints are protected against DOS e DDOS
attacks, based on the Amazon IDS/IPS systems.
Invoicing — PAXIS Institute will invoice for orders as they are delivered unless other arrangements have
been made in writing. Invoices will be delivered via email to the individual/institution identified in the
Scope of Work.
Payment — Payment is due within 30 days of the invoice date unless other arrangements have been
made in writing. In the sole discretion of PAXIS, failure to pay balances due within this agreed 30 -day
time period may result in 1.) suspension of all Services until payment is made in full; and 2.) an
additional charge of 1.5% of the remaining balance per month until payment is made in full.
Payment Disputes — Payment amounts may not be altered or offset. Any payment amounts under
dispute must be identified and submitted to PAXIS Institute in writing within 10 days of the invoice date.
A submitted notice of payment dispute must include the invoice number, disputed items, disputed
payment amounts, and a complete description of the basis of the dispute. A submitted notice of
payment dispute does not release the Customer from the obligation to pay the invoiced undisputed
balances. Any items on the invoice not disputed within 10 days of the invoice date will be deemed
accepted and not subject to dispute.
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PAXIS
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Taxes and External Fees — The Customer is fully responsible for any use tax, sales tax, excise tax, duty,
custom, inspection or testing fee, or any other tax, fee, or surcharge imposed by any authority on the
transaction between PAXIS and the Customer. In the event PAXIS Institute is charged any such fee to
initiate or to provide its services, the Customer agrees to reimburse PAXIS within 30 days of invoice and
in accordance with the Payment Agreement. Such additional fees may not be included by PAXIS prices
quoted or listed in the Scope of Work unless other arrangements have been made in writing.
Shi ink — Training materials and any other items associated with the Services will not be shipped
without an accepted Scope of Work or Purchase Order unless other arrangements have been made in
writing. The Customer is responsible for any additional expedited or return shipping charges incurred by
PAXIS Institute due to Customer errors or delay.
Confidentiality— Both Parties will at all times keep in confidence any of the other Party's Confidential
Information that is disclosed in the course of implementing the Services. This includes all customer and
billing data and other items as identified by the Parties.
Termination — This service agreement governs all Scopes of Work and orders unless terminated. Either
Party may terminate this Service Agreement if: 1.) if the other Party fails to cure any breach of the
Service Agreement or specific order under the Service Agreement within 30 days after the receipt of
notice; 2.) upon 30 days' prior notice to the other Party.
Intellectual Property — PAXIS Institute retains ownership of all intellectual property rights related to all
Services and related materials, documentation, reports, and derivative works associated with the
implementation and deliverables of the Services. This includes all copyrights, trademarks, and any other
proprietary rights.
Limited Warranty — Except for the assurances specifically listed in this Service Agreement, PAXIS
Institute makes no other warranties including but not limited to warranty of merchantability, warranty
of fitness for particular purpose warrant of title, or warranty against infringement of intellectual
property rights of a third party, whether expressed or implied by law, course of dealing, course of
performance, usage of trade, or otherwise.
Limitation on Liability — Neither Party is liable to the other for, and each Party waive any claims against
the other for any special, indirect, punitive, exemplary, incidental, consequential, or other damages.
Additionally, neither Party is liable for any actual or alleged lost revenues, lost profits, or lost prospective
economic advantage resulting from the performance of the Services under this Service Agreement
whether arising out of breach of contract, negligence, tort, strict liability, products liability, or otherwise
regardless of whether such damage was foreseeable. PAXIS Institute does not indemnify, defend, or
hold harmless Customers for their use of the Services.
Cancellation —The Customer agrees, if they cancel Service, that they may be liable for a reasonable
cancellation fee not to exceed the quoted cost of the Service in the event a scheduled Service is
canceled by the Customer.
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Evaluation — As a prevention science company, PAXIS Institute encourages stakeholders to engage
qualified researchers in both replication and original scientific studies to track the performance of the
services in improving the wellbeing of children, adults, schools, communities, and populations. PAXIS
Institute stands ready to conduct, coordinate, guide, or support such studies as part of the offered
Services or remain independent from such studies. PAXIS Institute implores for the peer-reviewed
publication of all studies of the Services — regardless of outcome.
Independent Contractors — This Service Agreement establishes each Party as independent contractor.
Nothing in this Service Agreement shall create any agency, partnership, joint venture, or other form of
joint enterprise, employment, or fiduciary relationship between the Customer and PAXIS Institute
outside the terms listed in this Service Agreement and the deliverable Services listed in the Scope of
Work. All employees and subcontractors of each Party will not be deemed employees, subcontractors,
or agents of the other Party for any purpose. Neither Party, nor their employees or subcontractors may
serve as or represent themselves as an agent, employee, subcontractor of the other Party. Neither PAXIS
Institute nor the Customer will have authority to employ any person as an employee, subcontractor, or
agent for on behalf of the other.
Governing Law — All matters related to this Service Agreement shall be governed by and construed in
accordance with the laws of the state of Arizona, without giving effect to any choice or conflict of law
provision or rule that would apply laws of any other jurisdiction, regardless of where Services were
rendered. The exclusive venue for any legal proceedings will be the courts of Pima County, Arizona.
Change Orders — PAXIS Institute will make all reasonable efforts to make changes to the Services as
listed in the Scope of Work at the written request of the Customer. PAXIS Institute will promptly report
their ability to accommodate such changes as well as any effects on pricing and date of delivery.
Changes to the Scope of Work requested in writing by the Customer and deemed feasible by PAXIS
Institute must be confirmed in writing by PAXIS Institute.
This Service Agreement between PAXIS Institute (PO Box 31205, Tucson AZ 85751) and the
Customer named below guides the Services established in any corresponding Scopes of Work.
Organization: PAXIS Institute
Organization/Contractor:
Organization Signature:
Organization/Contractor Signature:
i
Dennis Embry, PH.D.,
President/Founder and Lead Author
Date Signed:
Date Signed:
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PAXIS sn't te
Additional Signatures:
Soap Lake School District
Signature: Vwbe4 Ca 4�
Kimberly Casey (I'un 6. 2023 lflS PDT)
Kim Casey,- School District Superintendent
Date: Jun 6, 2023
RENEW
Signature:
Dell Anderson; Executive Director
Dat
OC
Board of County Commissioners #1
01
Signa&. �O 41 4/>4
Date: ' .fid
Danny E. Stone, Member
Signature:
Date:
Board of County Commissioners #2
Print Rob Jones, Chair
Board of County Commissioners #3
Signature: )JAIN
Date: (�e
pj Cindy Carter, Vice -Chair
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Revised on 1130123
""*LAXIS
Instotut
� M�
ADDRESS
Ryan Boldman
Soap Lake Community Coalition
PO Box 37
Ephrata, WA 98823
SHIPPING EMAIL
TBD
SHIP TO
Soap Lake School District
Attn: Deanna Detwiler
120 Main Ave. East
Soap Lake, WA98851
SHIPPING PHONE
(509) 246-1822
Paxis Institute Inc
PO Box 31205
Tucson, AZ 85751 US
invoicing@paxis.org
www.paxis.org
PROPOSAL 1712
DATE 05/17/2023
EXPIRATION '07/17/2023
DATE
PO NUMBER.
Pending Signed Proposal
DATE ITEM # PRODUCT/SERVICE
QTY ' RATE AMOUNT
1179 PAX GBG 5th Ed. Update Indigenous TRN—In Person 1 4,875.00 4,875.00
Maximum capacity of 40 participants per training.
All participants must be registered in advance of the training and have
applicable materials ordered.
Registration list due 10 business days prior to training date for pre -training
shipment of materials.
Aug. 23, 2023
8-3:30 p.m., PT
30 min. lunch and 2, 15 -minute breaks
PROPOSAL ONLY - Please do not pay tom this document,
Page
Training Location:
Soap Lake Middle School/High School Library
527 Second Ave
Soap Lake, WA 98851
08/23/2023
1190 PAX GBG 5th Edition Teacher Kit
25 320.00 8,000.00
Pre -Training Shipment of Materials
Quantity of materials may be adjusted based on final registration list provided
by client in advance of training.
08/23/2023
1191 Administrator PAX GBG 5th Ed. Tool Kit
3 148.00 444.00
Pre -Training Shipment of Materials
Quantity of materials may be adjusted based on final registration list provided
by client in advance of training.
08/23/2023
1104 PAX Tools Kit -for support staff
12 50.00 600.00
Pre -Training Shipment of Materials
Quantity of materials may be adjusted based on final registration list provided
by client in advance of training.
08/23/2023
1146 Shipping
1 723.52 723.52
Estimated Shipping and Handling
08/23/2023
1136 Trainer/Staff Travel Expenses -Domestic
1 0.00 0.00
Client will be billed at actual travel expenses Plus 10% upon completion of
training. For budgetary purposes, client should plan for travel expenses to
include: round-trip airfare from Trainer's inception point, car rental +fuel,
lodging and daily M&I per diem. Actual costs may exceed GSA rates. Costs
TBD
PROPOSAL ONLY - Please do not pay tom this document,
Page
This proposal is good for 60 days from the date shown here. To accept TOTAL USD 14,642.52
this proposal please sign and date then return to Pexis at
invoicing@paxis.org.
Accepted By
Accepted Date
PROPOSAL ONLY - Please do not pay tom this document,
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